Chapter 7 — SEC Reporting Considerations

7.2 Disclosures Within the Business Section

SEC Regulation S-K, Item 101(c), requires a registrant to provide a narrative description of “the business done and intended to be done by the registrant and its subsidiaries, focusing upon the registrant’s dominant segment or each reportable segment about which financial information is presented in the financial statements.” As indicated in Regulation S-K, Item 101, disclosures may include, but are not limited to, those related to the topics listed below if they are “material to an understanding of the registrant’s business taken as a whole.”

Topic	SEC Regulation S-K	Description
Sales	Item 101(c)(1)(i)	“Revenue-generating activities, products and/or services, and any dependence on revenue-generating activities, key products, services, product families or customers, including governmental customers.”
Markets	Item 101(c)(1)(ii)	“Status of development efforts for new or enhanced products, trends in market demand and competitive conditions.”
Resources	Item 101(c)(1)(iii)	“Resources material to a registrant’s business, such as: (A) Sources and availability of raw materials; and (B) The duration and effect of all patents, trademarks, licenses, franchises, and concessions held.”
Government contracts	Item 101(c)(1)(iv)	“A description of any material portion of the business that may be subject to renegotiation of profits or termination of contracts or subcontracts at the election of the Government.”
Seasonality	Item 101(c)(1)(v)	“The extent to which the business [of the segment] is or may be seasonal.”

In addition, Regulation S-K, Item 101(c)(2), states that the following matters should be discussed “with respect to, and to the extent material to an understanding of, the registrant’s business taken as a whole, except that, if the information is material to a particular segment, [the registrant] should additionally identify that segment”:

Topic	SEC Regulation S-K	Description
Government regulation	Item 101(c)(2)(i)	“The material effects that compliance with government regulations, including environmental regulations, may have upon the capital expenditures, earnings and competitive position of the registrant and its subsidiaries, including the estimated capital expenditures for environmental control facilities for the current fiscal year and any other material subsequent period.”
Human capital	Item 101(c)(2)(ii)	“A description of the registrant’s human capital resources, including the number of persons employed by the registrant, and any human capital measures or objectives that the registrant focuses on in managing the business (such as, depending on the nature of the registrant’s business and workforce, measures or objectives that address the development, attraction and retention of personnel).”

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